Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2022 shares | |
Details | |
Registrant CIK | 0000837342 |
Fiscal Year End | --12-31 |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2022 |
Document Transition Report | false |
Entity File Number | 024-11655 |
Entity Registrant Name | Cordia Corporation |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 11-2917728 |
Entity Address, Address Line One | 401 Ryland St. |
Entity Address, City or Town | Reno |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89502 |
Country Region | 213 |
City Area Code | 915 |
Local Phone Number | 6673 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 13,611,574 |
Amendment Flag | false |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED INTERIM BALANCE SH
CONSOLIDATED INTERIM BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT | ||
Cash | $ 27 | $ 24,637 |
TOTAL ASSETS | 27 | 24,637 |
LIABILITIES | ||
Accounts payable and accrued liabilities | 222,969 | 141,339 |
Note payables - other | 325,084 | 249,753 |
Stock payable | 21,500 | 21,500 |
Liabilities | 569,553 | 412,592 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $.001 par value, 105,000,000 shares authorized - issued and outstanding - 13,611,574, December 31, 2021 - 13,611,574 | 13,612 | 13,612 |
Preferred shares | 2 | 0 |
Additional paid in capital | 8,450,722 | 8,450,384 |
Retained Earnings (Accumulated Deficit) | (9,033,862) | (8,851,951) |
Total Stockholders Deficit | (569,526) | (387,955) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 27 | $ 24,637 |
CONSOLIDATED INTERIM BALANCE _2
CONSOLIDATED INTERIM BALANCE SHEETS - Parenthetical - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Details | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 105,000,000 | 105,000,000 |
Common Stock, Shares, Outstanding | 13,611,574 | 13,611,574 |
Common Stock, Shares, Issued | 13,611,574 | 13,611,574 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000 | 2,000 |
Preferred Stock, Shares Issued | 2,000 | 2,000 |
Preferred Stock, Shares Outstanding | 2,000 | 2,000 |
CONSOLIDATED INTERIM STATEMENTS
CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Details | ||
SALES | $ 0 | $ 207 |
COST OF SALES | 0 | 0 |
GROSS PROFIT | 0 | 207 |
OPERATING EXPENSES | ||
Professional fees | 17,300 | 9,740 |
Consulting fees | 6,253 | 0 |
Licence fees | 62,500 | 15,000 |
General and administrative | 4,927 | 11,540 |
Total Operating Expenses | 90,980 | 36,280 |
Operating Income(Loss) | (90,980) | (36,073) |
Interest expense | (58,081) | (600) |
Interest expense - warrants | (32,850) | 0 |
Net Income (Loss) | $ (181,911) | $ (36,673) |
Weighted average number of common shares outstanding | 13,611,574 | 13,611,574 |
Basic and fully diluted | $ (0.01) | $ 0 |
CONSOLIDATED INTERIM STATEMENT
CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS' DEFICIT - 6 months ended Jun. 30, 2022 - USD ($) | Common Stock | Preferred Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021 | $ 13,612 | $ 0 | $ 8,450,384 | $ (8,851,951) | $ (387,955) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 13,611,574 | 0 | |||
Issuance of preferred shares | $ 0 | $ 2 | 338 | 0 | 340 |
Issuance of preferred shares | 2,000 | ||||
Net Income (Loss) | 0 | $ 0 | 0 | (181,911) | (181,911) |
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2022 | $ 13,612 | $ 2 | $ 8,450,722 | $ (9,033,862) | $ (569,526) |
Shares, Outstanding, Ending Balance at Jun. 30, 2022 | 13,611,574 | 2,000 |
CONSOLIDATED INTERIM STATEMEN_2
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (181,911) | $ (36,673) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Interest expense - debt issuance costs | 58,081 | 0 |
Interest expense - warrants | 32,850 | 0 |
General and administrative | (338) | |
Changes in operating assets and liabilities | ||
Accounts payable and accrued liabilities | 81,630 | (2,900) |
Net Cash Used in Operating Activities | (9,688) | (39,573) |
Cash Flows from Financing Activities | ||
Issuance of preferred shares | 340 | |
Notes payable - net changes | (15,262) | 36,638 |
Net Cash Provided by Financing Activities | (14,922) | 36,638 |
Net Change in Cash | (24,610) | (2,935) |
Cash and Cash Equivalents - Beginning of period | 24,637 | 3,035 |
Cash and Cash Equivalents - End of period | $ 27 | $ 100 |
1. NATURE OF THE BUSINESS AND B
1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION | 1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION Description of Business Cordia Corporation (the “Company”) was incorporated in the State of Nevada on April 28, 2000 under the name CyberOpticLabs Inc. On May 25, 2001, the Company filed Articles of Amendment to change the name to Cordia Corporation. The Company is headquartered in Las Vegas, Nevada. The Company’s focus starting in 2020 is on the emerging field of ghost kitchens and virtual restaurants. The Company seeks to build its business based on meeting customer demand for unique on-premises dining and premises convenience. The Company’s plan is to create a portfolio of virtual restaurants appealing to a broad customer base. The Company is actively seeking to acquire locations for ghost kitchens to meet the growth in app-based ordering. Virtual Dining Brands, LLC, a wholly owned subsidiary, is organizing a network of social media influencers to support each launch. All of its celebrity and brand partners will be contractually required to regularly post on their social channels. Additionally, the Company is working with a variety of influencers ranging from micro influencers in specific cities to recognized food accounts with significant followings to promote the Company’s menus. The Company is also developing a TikTok inspired kitchen in Los Angeles which will allow its chefs, influencers and brands to develop short form promotional content for the Company’s branded restaurants. Basis of Presentation The financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $9,033,862 as of June 30, 2022. The Company commenced operations in 2020. The Company cannot be certain that it will be successful in these strategies or whether it will require additional funding, nor is it certain that the required funding will be obtained. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of intangible assets. Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. In 2020, the Financial Accounting Standards Board issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. The pronouncement will be effective for public business entities that are SEC smaller reporting company filers in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early application of the guidance will be permitted for all entities for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the standard during fiscal 2021. From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of ASUs. Unless otherwise discussed, the Company believes that the recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on its consolidated financial statements upon adoption. Cash Equivalents and Short-Term Investments For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less. Financial Instruments The FASB issued ASC 820-10, Fair Value Measurements and Disclosures - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Concentrations and Credit Risk The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash, and accounts payable. Cash Foreign Currency Translation The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rate. Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re-measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates. Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income. Share-Based Compensation ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees As of December 31, 2021 and 2020, respectively, there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted. There have been nil and 900,000 options granted during the year ended December 31, 2021 and 2020, respectively. Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies Earnings per Share Net income (loss) per share is calculated in accordance with ASC 260, Earnings per Share Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2021 and December 31, 2020 respectively. Due to net operating losses, there is no presentation of dilutive earnings per share, as it would be anti-dilutive. As of December 31, 2021, 900,000 options (2020: 900,000) were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. Forgiveness of Indebtedness The Company follows the guidance of AS 470.10 related to debt forgiveness and extinguishment. Debts of the Company are considered extinguished when the statute of limitations in the applicable jurisdiction expire, or when terminated by judicial authority such as the granting of a declaratory judgment. Debts to related parties or shareholders are treated as capital transactions when forgiven or extinguished and credited to additional paid in capital. Debts to non-related parties are treated as other income when forgiven or extinguished. Debt Issued with Warrants The Company considers guidance within ASC 470-20, Debt (ASC 470), ASC 480, and ASC 815 when accounting for the issuance of convertible debt with detachable warrants. The Company classifies stock warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with liability-classified warrants, the proceeds from the issuance of convertible debt are first allocated to the warrants at their full estimated fair value and established as both a liability and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and a beneficial conversion feature, is allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument pursuant to ASC 835, Interest (ASC 835). |
3. NOTE PAYABLE
3. NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
3. NOTE PAYABLE | 3. NOTE PAYABLE Amounts due to Lyons Capital Inc. are unsecured, and bear interest at the annual rate of 6%. The loan due date has been extended to November 1, 2022. On July 7, 2021, the Company entered into a Securities Purchase Agreement with Leonite Fund 1 LLC. (“Leonite”), whereby Leonite would advance to the Company a total of $500,000. The Company will issue a convertible note for a total consideration of $568,182 with a discount of $68,182 given back to Leonite. The convertible note bears interest at the greater of bank prime plus 6% or 12% per annum. As part of the consideration for the advancing of funds, the Company will issue to Leonite, 50,000 shares of restricted common stock and the issuance of stock warrants for a total of 200,000 shares of restricted common shares at $1.00 per share. These warrants expire on July 7, 2026. To date the Company has received $250,000 from Leonite which was due July 2022. No common stock has been issued to date. |
4. SHARE-BASED PAYMENT ARRANGEM
4. SHARE-BASED PAYMENT ARRANGEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
4. SHARE-BASED PAYMENT ARRANGEMENTS | 4. SHARE-BASED PAYMENT ARRANGEMENTS A. Stock Warrants As stated above, on July 7, 2021, the Company issued stock warrants for a total of 200,000 shares of restricted common shares at $1.00 per share. These warrants expire on July 7, 2026. The Company measures the fair value of the vested portion of the issued warrants based on a Black-Sholes formula using certain assumptions discussed in the following paragraph, and the closing market price of the Company’s common stock on the date of the fair value determination. The assumptions used in the valuation of warrants were as follows: SCHEDULE OF VALUATION OF STOCK WARRANTS Risk-free interest rate 0.79 % Life of warrant 5 years Expected stock price volatility 138 % Expected dividend yield $ 0.0 The risk-free interest rate is based on the yield of Daily U.S. Treasury Yield Curve Rates with terms equal to the life of the warrants as of the grant date. The expected stock price volatility is based on the Companies’ historical stock price volatility. B. Stock Options As stated in Note 6, in December 2021, the Company issued stock options for a total of 900,000 shares of restricted common shares with exercise price of $1.00 per share. The Company measures the fair value of the vested portion of the issued warrants based on a Black-Sholes formula using certain assumptions discussed in the following paragraph, and the closing market price of the Company’s common stock on the date of the fair value determination. The assumptions used in the valuation of options were as follows: SCHEDULE OF VALUATION OF STOCK OPTIONS Risk-free interest rate 0.09 % Life of warrant 5 years Expected stock price volatility 138 % Expected dividend yield $ 0.0 The risk-free interest rate is based on the yield of Daily U.S. Treasury Yield Curve Rates with terms equal to the life of the warrants as of the grant date. The expected stock price volatility is based on the Companies’ historical stock price volatility. |
5. INCOME TAXES
5. INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
5. INCOME TAXES | 5. INCOME TAXES Income taxes are provided based upon the liability method. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by accounting standards to allow recognition of such an asset. Deferred tax assets/liabilities were as follows as of June 30, 2022 and December 31, 2021: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Description 2022 2021 Net operating loss carry forward $ 9,033,862 $ 8,582,651 Valuation allowance (9,033,862 ) (8,582,651 ) Total $ - $ - As of June 30, 2022, the Company expected no net deferred tax assets to be recognized, resulting from net operating loss carry forwards. Deferred tax assets were offset by a corresponding allowance of 100%. |
6. LICENSE AGREEMENTS
6. LICENSE AGREEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
6. LICENSE AGREEMENTS | 6. LICENSE AGREEMENTS In December 2020, the Company entered into 3 separate and identical license agreements for the use of the names of Holly Niederkohr, Denise Richards and Carmen Electra as endorsers of proposed advertisements, promotions and sale of Company products for a term of 36 months. Compensation for each of the participants in the license agreements is as follows: Holly Niederkohr A royalty compensation of 40% of the gross receipts of the Licensed Products sold calculated on a monthly basis. Holly Niederkohr is also entitled to purchase 200,000 shares of restricted common stock of the Company, for a price of $1.00 per share. Denise Richards A royalty compensation of 20% of the gross receipts of the Licensed Products sold calculated on a monthly basis. The minimum annual guarantee of compensation will be $50,000. Upon execution of this agreement, the Company paid an advance amount of $5,000. An additional $5,000 shall be paid upon approval by Richards and the Company of the menu. Additionally, Denise Richards is entitled to purchase 500,000 shares of restricted common stock of the Company, for a price of $1.00 per share. Denise Richards is also entitled to an additional cash payment of $50,000 upon the closing of any equity financing for the Company in excess of $2,000,000. In the event that the control of the Company is sold to a third party or the Company commences trading on the New York or Nasdaq Stock Exchange, Richards is entitled to receive an additional $250,000 at closing or on the first day of trading. Carmen Electra A royalty compensation of 20% of the gross receipts of the Licensed Products sold calculated on a monthly basis. The minimum annual guarantee of compensation will be $50,000. Upon execution of this agreement, the Company paid an advance amount of $5,000. An additional $5,000 shall be paid upon approval by Electra and the Company of the menu. Carmen Electra is entitled to purchase 200,000 shares of restricted common stock of the Company, for a price of $1.00 per share. |
7. STOCKHOLDERS' EQUITY
7. STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
7. STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY The Company is authorized to issue 105,000,000 shares of common stock, $0.001 par value, and 2,000 shares of Series D preferred stock, $0.001 par value. The preferred stock may be issued in series with such designations, preferences, stated values, rights, qualifications or limitations as determined solely by the Company’s Board. On January 27, 2022, the Company issued an aggregate of 2,000 fully vested shares of Series D preferred stock at the price of $0.17 per share, representing the closing market price on that date to its Chief Executive Officer and Chief Financial Officer to partially offset certain cash compensation. |
8. SUBSEQUENT EVENTS
8. SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Notes | |
8. SUBSEQUENT EVENTS | 8. SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of filing the financial statements with OTC Markets, the date the consolidated financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the consolidated financial statements thereby requiring adjustment or disclosure. |
2. SUMMARY OF SIGNIFICANT ACC_2
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of intangible assets. |
2. SUMMARY OF SIGNIFICANT ACC_3
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. In 2020, the Financial Accounting Standards Board issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities and equity. Amongst other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment. The pronouncement will be effective for public business entities that are SEC smaller reporting company filers in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early application of the guidance will be permitted for all entities for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the standard during fiscal 2021. From time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASC are communicated through issuance of ASUs. Unless otherwise discussed, the Company believes that the recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on its consolidated financial statements upon adoption. |
2. SUMMARY OF SIGNIFICANT ACC_4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash Equivalents and Short-Term Investments (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less. |
2. SUMMARY OF SIGNIFICANT ACC_5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Financial Instruments (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Financial Instruments | Financial Instruments The FASB issued ASC 820-10, Fair Value Measurements and Disclosures - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
2. SUMMARY OF SIGNIFICANT ACC_6
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentrations and Credit Risk (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Concentrations and Credit Risk | Concentrations and Credit Risk The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash, and accounts payable. Cash |
2. SUMMARY OF SIGNIFICANT ACC_7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rate. Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re-measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates. Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income. |
2. SUMMARY OF SIGNIFICANT ACC_8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Share-Based Compensation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Share-Based Compensation | Share-Based Compensation ASC 718, Compensation – Stock Compensation The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees As of December 31, 2021 and 2020, respectively, there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted. There have been nil and 900,000 options granted during the year ended December 31, 2021 and 2020, respectively. |
2. SUMMARY OF SIGNIFICANT ACC_9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes |
2. SUMMARY OF SIGNIFICANT AC_10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Commitments and Contingencies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 450-20, Loss Contingencies |
2. SUMMARY OF SIGNIFICANT AC_11
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Earnings Per Share (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Earnings Per Share | Earnings per Share Net income (loss) per share is calculated in accordance with ASC 260, Earnings per Share Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at December 31, 2021 and December 31, 2020 respectively. Due to net operating losses, there is no presentation of dilutive earnings per share, as it would be anti-dilutive. As of December 31, 2021, 900,000 options (2020: 900,000) were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive. |
2. SUMMARY OF SIGNIFICANT AC_12
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Forgiveness of Indebtedness (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Forgiveness of Indebtedness | Forgiveness of Indebtedness The Company follows the guidance of AS 470.10 related to debt forgiveness and extinguishment. Debts of the Company are considered extinguished when the statute of limitations in the applicable jurisdiction expire, or when terminated by judicial authority such as the granting of a declaratory judgment. Debts to related parties or shareholders are treated as capital transactions when forgiven or extinguished and credited to additional paid in capital. Debts to non-related parties are treated as other income when forgiven or extinguished. |
2. SUMMARY OF SIGNIFICANT AC_13
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Debt Issued with Warrants (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Policies | |
Debt Issued with Warrants | Debt Issued with Warrants The Company considers guidance within ASC 470-20, Debt (ASC 470), ASC 480, and ASC 815 when accounting for the issuance of convertible debt with detachable warrants. The Company classifies stock warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with liability-classified warrants, the proceeds from the issuance of convertible debt are first allocated to the warrants at their full estimated fair value and established as both a liability and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and a beneficial conversion feature, is allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument pursuant to ASC 835, Interest (ASC 835). |
4. SHARE-BASED PAYMENT ARRANG_2
4. SHARE-BASED PAYMENT ARRANGEMENTS: Schedule of Assumptions Used in the Valuation of Shares (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrant | |
Schedule of Assumptions Used in the Valuation of Shares | SCHEDULE OF VALUATION OF STOCK WARRANTS Risk-free interest rate 0.79 % Life of warrant 5 years Expected stock price volatility 138 % Expected dividend yield $ 0.0 |
Stock Options | |
Schedule of Assumptions Used in the Valuation of Shares | SCHEDULE OF VALUATION OF STOCK OPTIONS Risk-free interest rate 0.09 % Life of warrant 5 years Expected stock price volatility 138 % Expected dividend yield $ 0.0 |
5. INCOME TAXES_ Deferred tax a
5. INCOME TAXES: Deferred tax assets/liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Tables/Schedules | |
Deferred tax assets/liabilities | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Description 2022 2021 Net operating loss carry forward $ 9,033,862 $ 8,582,651 Valuation allowance (9,033,862 ) (8,582,651 ) Total $ - $ - |
1. NATURE OF THE BUSINESS AND_2
1. NATURE OF THE BUSINESS AND BASIS OF PRESENTATION (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Details | ||
Retained Earnings (Accumulated Deficit) | $ 9,033,862 | $ 8,851,951 |
3. NOTE PAYABLE (Details)
3. NOTE PAYABLE (Details) | Jun. 30, 2022 USD ($) |
Details | |
Notes Payable | $ 250,000 |
4. SHARE-BASED PAYMENT ARRANG_3
4. SHARE-BASED PAYMENT ARRANGEMENTS: Schedule of Assumptions Used in the Valuation of Shares (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Warrant | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.79% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 138% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% |
Stock Options | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.09% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 138% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% |
5. INCOME TAXES_ Deferred tax_2
5. INCOME TAXES: Deferred tax assets/liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Details | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 9,033,862 | $ 8,582,651 |
Deferred Tax Assets, Valuation Allowance | (9,033,862) | (8,582,651) |
Deferred Tax Assets, Net of Valuation Allowance | $ 0 | $ 0 |
6. LICENSE AGREEMENTS (Details)
6. LICENSE AGREEMENTS (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Holly Niederkohr - Licensing Agreement | |
Description of Licensing Agreement Compensation | A royalty compensation of 40% of the gross receipts of the Licensed Products sold calculated on a monthly basis. Holly Niederkohr is also entitled to purchase 200,000 shares of restricted common stock of the Company, for a price of $1.00 per share. |
Denise Richards - Licensing Agreement | |
Description of Licensing Agreement Compensation | A royalty compensation of 20% of the gross receipts of the Licensed Products sold calculated on a monthly basis. The minimum annual guarantee of compensation will be $50,000. Upon execution of this agreement, the Company paid an advance amount of $5,000. An additional $5,000 shall be paid upon approval by Richards and the Company of the menu. |
Description of Licensing Agreement Compensation, Cont. | Additionally, Denise Richards is entitled to purchase 500,000 shares of restricted common stock of the Company, for a price of $1.00 per share. |
Description of Licensing Agreement Compensation, Cont. 2 | Denise Richards is also entitled to an additional cash payment of $50,000 upon the closing of any equity financing for the Company in excess of $2,000,000. |
Description of Licensing Agreement Compensation, Cont. 3 | In the event that the control of the Company is sold to a third party or the Company commences trading on the New York or Nasdaq Stock Exchange, Richards is entitled to receive an additional $250,000 at closing or on the first day of trading. |
Carmen Electra - Licensing Agreement | |
Description of Licensing Agreement Compensation | A royalty compensation of 20% of the gross receipts of the Licensed Products sold calculated on a monthly basis. The minimum annual guarantee of compensation will be $50,000. Upon execution of this agreement, the Company paid an advance amount of $5,000. An additional $5,000 shall be paid upon approval by Electra and the Company of the menu. |
Description of Licensing Agreement Compensation, Cont. | Carmen Electra is entitled to purchase 200,000 shares of restricted common stock of the Company, for a price of $1.00 per share. |
7. STOCKHOLDERS' EQUITY (Detail
7. STOCKHOLDERS' EQUITY (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Common Stock, Shares Authorized | 105,000,000 | 105,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 2,000 | 2,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock | ||
Issuance of preferred shares | 2,000 |